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Board Games methodology: Corporations Add to ...

14. b) Does the company provide details of the specific target amounts that have to be achieved in each area? Two marks if all target specifics are given, one mark if targets are given but all specifics are not provided. Zero if no target details are provided.

14. c) Does the company explain the outcome of what actually happened with the performance goals and how the outcome affected the CEO's bonus? One mark if yes, zero if no.

15. Is the CEO's bonus affected by performance relative to a peer group of similar companies? That means the bonus is affected by the company's comparative performance and not just on improvements in absolute terms. Two marks if yes, zero if no.

16. Are there performance hurdles for stock options or share units, beyond simply requiring the share price to rise over time? One mark if yes, zero if no.

17. Does the company disclose the total value of the CEO's accumulated shares, DSUs or other equity holdings? (The company must provide the value, and not just number of units held.) Two marks if yes, zero if no.

18. Does the company disclose the total cost of compensation to the top executive team as a percentage of the total profit or total shareholder return for the year? One mark if yes, zero if no.

Shareholder rights issues, worth 33 marks out of 100 19. a) Does the company allow shareholders to vote for individual directors, or only the entire slate of nominees? Four marks if there is voting for individual directors with clear options beside each director's name. Two marks if investors must cross out or write in the names of directors for which they are not voting. Zero marks if there is only slate voting.

19. b) Does the company have a majority voting policy, asking directors to resign if they do not receive a majority of votes in support? Three marks if yes, zero if no.

19. c) Does the company give shareholders an advisory vote on executive compensation (known as say-on-pay)? Two marks if yes, zero if no.

20. Does the company disclose it has a provision to "claw back" bonus payments to the CEO if wrongdoing is discovered late? One mark if yes, zero if no.

21. Does the company have a holding period for shares after a CEO leaves the company to ensure there is a performance "tail" to the CEO's work? This is an incentive to make good long-term decisions prior to departure. One mark if yes, zero if no.

22. a) Are stock options excessively dilutive? For 2009, Board Games once again assessed the dilution based on the number of options outstanding at the company's fiscal year-end as well as the number of options approved for future issuance, expressed as a percentage of all shares outstanding. Where the company has more than one class of shares, dilution is measured for whichever class of shares is diluted by the outstanding options. Three marks if the dilution is less than 5 per cent of outstanding shares, or if the company has no option plan. Two marks if the dilution is between 5 per cent and 8 per cent of outstanding shares. Zero marks if the dilution is over 8 per cent. Zero marks if the company has adopted an evergreen option plan that automatically "reloads" the number of options available for issuance - even if the option dilution level falls within the guidelines listed above. And zero marks if the company has re-priced any of its options within the prior year.

22. b) Is the annual stock option grant rate excessive? Two marks if the number of options granted in the prior fiscal year was less than 1 per cent of all shares outstanding. One mark if the grant rate was between 1 per cent to 1.49 per cent. Zero marks if the grant rate exceeded 1.5 per cent annually.

22. c) Is there a vesting period before options can be exercised? Three marks if yes. Zero marks if some options vest in less than 12 months after issuance, including director options.

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